Investor Consent and Waiver
For Informational Purposes Only
A comprehensive consent and waiver form for preferred stockholders covering financing approvals, governance changes, anti-dilution waivers, preemptive rights waivers, and corporate transaction consents — with checkbox-style elections for each action.
What This Document Does
An Investor Consent and Waiver is a transactional document that preferred stockholders sign to authorize specific corporate actions that require their approval under the company’s charter or transaction agreements. In a typical venture-backed company, the Certificate of Incorporation, Investor Rights Agreement, Voting Agreement, and ROFR/Co-Sale Agreement all contain provisions requiring preferred stockholder consent for certain actions. This document collects those consents in a single, organized instrument.
The template is structured as a checkbox-based form organized into four parts: consent to affirmative actions (Part I), waiver of contractual rights (Part II), representations confirming authority (Part III), and general provisions limiting the scope of the consent (Part IV). Each checkbox corresponds to a specific corporate action, making it straightforward to circulate among investors for signature.
Common scenarios requiring this document include authorizing a new financing round (especially when existing preferred holders have protective provisions), amending the charter to authorize additional shares, waiving preemptive rights to allow a new investor’s allocation, waiving anti-dilution protections in connection with a down round, and approving deemed liquidation events.
Why Startups Need This
Every time a startup does a new financing, amends its charter, or takes certain operational actions, someone has to go back to the existing preferred stockholders for approval. The mechanics of that approval matter — an informal email saying “sure, that’s fine” is not legally sufficient to satisfy a charter-level protective provision. You need a written consent that references the specific provision being satisfied, describes the action being approved, and is signed by holders of the required percentage of preferred stock.
This document is also where investors waive specific contractual rights — most commonly, preemptive rights (the right to participate pro rata in a new financing), anti-dilution protection (in connection with a down round), and rights of first refusal (in connection with a secondary sale). The waiver portion is carefully drafted to be limited to the specific transaction described, so investors aren’t inadvertently giving up rights more broadly.
Founders typically underestimate how time-consuming it can be to chase down investor consents when a deal is trying to close. Having a well-organized, comprehensive consent form reduces back-and-forth and helps get signatures before the closing deadline.
What the Template Covers
Part I — Consent (Affirmative Approvals)
Organized into four categories: Financing Consents (authorizing new share issuances, charter amendments, certificates of designations, convertible instrument issuances), Governance Consents (board size changes, agreement amendments, option pool increases), Corporate Transaction Consents (deemed liquidation events, mergers, asset sales), and Operational Consents (exceeding debt caps, declaring dividends, share repurchases). Each item is a standalone checkbox that can be selected independently.
Part II — Waiver (Rights Being Given Up)
Covers five categories of waivable rights: Preemptive Rights / Right of First Offer (the most common waiver, allowing new investors to take their full allocation), Information Rights (extending financial reporting deadlines), Anti-Dilution Protection (waiving price-based adjustments for specific issuances), Right of First Refusal / Co-Sale (allowing secondary transfers), and Notice Periods (shortening required notice windows). Each waiver includes limiting language to prevent unintended scope expansion.
Part III — Representations
The signing investor confirms: ownership of the shares listed on the signature page, authority to execute the consent, enforceability of the consent, and review of materials provided by the company. These representations protect the company from claims that the consent was unauthorized or uninformed.
Part IV — General Provisions
Includes critical limiting language: the consent is limited to the specific actions described (no broader implied consent), the underlying agreements remain in full force, and the consent is irrevocable once delivered. The emerging provision adds a QSBS acknowledgment confirming that the consented actions are not expected to jeopardize Section 1202 qualification.
Emerging Provisions (2025–2026)
QSBS Impact Acknowledgment
Section 4.6 includes an acknowledgment that the company has represented the consented actions won’t adversely affect QSBS qualification. This is increasingly standard because certain corporate actions — issuing stock for services rather than cash, acquiring substantial non-qualifying assets, changing the company’s active business — can disqualify stock from Section 1202 treatment. By including this acknowledgment, both parties document that QSBS impact was considered as part of the consent process.
How to Use This Template
1. Identify which consents and waivers you need. Review your Certificate of Incorporation (protective provisions), Investor Rights Agreement (preemptive rights, information rights), Voting Agreement (board composition), and ROFR/Co-Sale Agreement (transfer restrictions) to determine which provisions require consent for the action you’re taking. Check the required threshold — it’s typically a majority of preferred, but some provisions require two-thirds or even unanimous consent.
2. Check all applicable boxes and delete inapplicable ones. The template includes more checkboxes than any single transaction will require. Delete the categories and individual items that don’t apply, so investors aren’t confused by irrelevant options.
3. Attach exhibits. Reference exhibits for term sheets, draft charter amendments, certificates of designations, and transaction summaries so investors can review the specific terms they’re being asked to approve.
4. Circulate for signature. Send to all preferred stockholders — even those whose consent isn’t strictly required — to build consensus and avoid disputes about whether the threshold was met. Track who has signed and how many shares they represent to confirm you’ve hit the Required Consent.
Related Forms
Disclaimer: This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. An Investor Consent and Waiver must be tailored to the specific corporate action being authorized and must reference the correct provisions of the applicable governing documents. The required consent threshold varies by company and by provision. Use of this template does not create an attorney-client relationship. For legal assistance, contact john@montague.law.